FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
De Novo Ventures I, LP

(Last) (First) (Middle)
1550 EL CAMINO REAL
SUITE 150

(Street)
MENLO PARK CA 94025

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
FOXHOLLOW TECHNOLOGIES, INC. [ FOXH ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
10/27/2004
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Series D Convertible Preferred Stock Warrant (Right to Buy) $3.04 10/27/2004 X 5,360 01/24/2003 11/05/2009 Series D Convertible Preferred Stock 5,360 (4) 0 D(1)
Series D Convertible Preferred Stock (2) 10/27/2004 X 5,360 (3) (4) Common Stock 5,360 (4) 221,552(5) D(1)
Series D Convertible Preferred Stock (2) 10/27/2004 F 1,164 (3) (4) Common Stock 1,164 (4) 221,552(5) D(1)
1. Name and Address of Reporting Person*
De Novo Ventures I, LP

(Last) (First) (Middle)
1550 EL CAMINO REAL
SUITE 150

(Street)
MENLO PARK CA 94025

(City) (State) (Zip)
1. Name and Address of Reporting Person*
De Novo Management, LLC

(Last) (First) (Middle)
1550 EL CAMINO REAL
SUITE 150

(Street)
MENLO PARK CA 94025

(City) (State) (Zip)
1. Name and Address of Reporting Person*
SIMPSON JOHN B PH D MD

(Last) (First) (Middle)
C/O FOXHOLLOW TECHNOLOGIES, INC.
740 BAY ROAD

(Street)
REDWOOD CITY CA 94063

(City) (State) (Zip)
1. Name and Address of Reporting Person*
FERRARI RICHARD M

(Last) (First) (Middle)
C/O DE NOVO VENTURES
1550 E1 CAMINO REAL, SUITE 150

(Street)
MENLO PARK CA 94025

(City) (State) (Zip)
Explanation of Responses:
1. These securities are owned directly by De Novo Ventures I, L.P., and indirectly by (i) De Novo Management, L.L.C., as general partner of De Novo Ventures I, L.P. and (ii) Richard M. Ferrari and John B. Simpson, as managing directors of De Novo Management, L.L.C. De Novo Management, L.L.C., Mr. Ferrari and Dr. Simpson disclaim beneficial ownership of these securities except to the extent of their pecuniary interests therein.
2. Pursuant to the terms of the Warrant Agreement, upon surrender of the warrant to purchase 5,360 shares of Series D Convertible Preferred Stock, the Issuer delivered to De Novo Ventures I, L.P. (without payment by De Novo Ventures I, L.P. of any exercise price or any cash or other consideration) 4,196 shares of Series D Convertible Preferred Stock, which number of shares is equal to the quotient obtained by dividing (x) the value of the warrant on October 27, 2004 (the "Exercise Date"), which value was determined by subtracting (A) the aggregate exercise price of the warrant shares immediately prior to the exercise of the warrant using an exercise price of $3.04 per share from (B) the aggregate fair market value of the warrant shares issuable upon exercise of the warrant on the Exercise Date using a fair market value price of $14.00 per share, by (y) $14.00, the fair market value of one share of the Issuer's Series D Convertible Preferred Stock on the Exercise Date.
3. Immediately
4. N/A
5. The reporting persons own an aggregate of 221,552 shares of Series D Convertible Preferred Stock following the reported transactions. In addition, Dr. Simpson indirectly owns the following shares of Series D Convertible Preferred Stock: (i) 328,954 shares held by the John David Simpson Trust II, (ii) 2,808,476 shares held by the Simpson Family Trust, (iii) 16,447 shares held by Fox Hollow, L.P., (iv) 48,793 shares held by Dr. Simpson's spouse, (v) 250,000 shares held by the Rita Lynn Simpson Annuity Trust and (vi) 250,000 shares held by the John B. Simpson Annuity Trust. De Novo Ventures I, L.P., De Novo Management, L.L.C. and Mr. Ferrari disclaim beneficial ownership of the shares referenced in (i)-(vi), and the filing of this report is not an admission that such reporting persons are the beneficial owners of these securities for purposes of Section 16 or for any other purpose.
Remarks:
This report is filed jointly by De Novo Ventures I, L.P., De Novo Management, L.L.C., Mr. Ferrari and Dr. Simpson. De Novo Ventures I, L.P. also may be deemed a director by virtue of its right, together with the right of De Novo (Q) Ventures I, L.P. (collectively, "De Novo Ventures"), to nominate a representative to serve on the Issuer's Board of Directors. De Novo Ventures' right to nominate a representative to serve on the Issuer's Board of Directors will terminate upon the closing of the Issuer's initial public offering. Mr. Ferrari currently serves as De Novo Ventures' representative on the Issuer's Board of Directors. Exhibit List: Exhibit 99 - Joint Filer Information
/s/ Kenneth Pereira, For De Novo Management, L.L.C as general partner of De Novo Ventures I, L.P. 10/29/2004
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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